UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

December 3, 2009
Date of Report
(Date of earliest event reported)

Novell, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-13351
(Commission File
Number) 87-0393339
(IRS Employer
Identification Number)

404 Wyman Street, Suite 500
Waltham, MA 02451
(Address of principal executive offices, including zip code)

(781) 464-8000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On December 3, 2009, Novell, Inc. (“Novell”) issued a press release to report Novell’s financial results for the fourth fiscal quarter and full fiscal year ended October 31, 2009. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

We disclosed non-GAAP financial measures in the press release for the fiscal quarters and fiscal years ended October 31, 2009 and October 31, 2008. These non-GAAP measures include adjusted income from operations, adjusted operating margin, adjusted income from continuing operations, adjusted net income, adjusted income per share from continuing operations and adjusted net income per share both of which are based on an adjusted number of diluted weighted average shares. We provide non-GAAP financial measures to enhance an overall understanding of our current financial performance and prospects for the future and to enable investors to evaluate our performance in the same way that management does. Management uses these same non-GAAP financial measures to evaluate performance, allocate resources, and determine compensation.

The non-GAAP financial measures do not replace the presentation of our GAAP financial results, but they eliminate expenses and gains that are excluded from most analysts’ consensus estimates, that are unusual, and/or that arise outside of the ordinary course of business.

In the noted fiscal periods, we excluded the following items from our GAAP (loss) income from operations to arrive at our non-GAAP income from operations and non-GAAP operating margin:

• Stock-based compensation expense – We excluded stock-based compensation expense incurred in the fiscal quarters and fiscal years ended October 31, 2009 and October 31, 2008 to be consistent with the way the financial community evaluates our performance and the methods used by analysts to calculate consensus estimates.
• Acquisition-related intangible asset amortization – We excluded acquisition-related intangible asset amortization incurred in the fiscal quarters and fiscal years ended October 31, 2009 and October 31, 2008 because such charges are unrelated to our core operating performance and the intangible assets acquired vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses acquired.
• Restructuring expenses – We excluded restructuring expenses incurred in the fiscal quarters and fiscal years ended October 31, 2009 and October 31, 2008 because such expenses distort trends and are not part of our ongoing, ordinary business.
• IT outsourcing transition costs – We excluded expenses incurred in the fiscal year ended October 31, 2009 associated with the transition of our IT services outsourcing contract, which we entered into during the fiscal year, because expenses related to the transition activities distort trends and are not considered part of our ongoing, ordinary business.
• Litigation-related expense – We excluded expenses for certain litigation settlements recorded in the fiscal quarter and fiscal year ended October 31, 2008 because the claims leading to these settlements did not arise in the ordinary course of our business.
• Purchased in-process research and development – We excluded purchased in-process research and development incurred in the fiscal year ended October 31, 2008 in connection with our acquisition of PlateSpin Ltd., which closed during that period, because (1) acquisitions containing purchased in-process research and development occur infrequently; and (2) purchased in-process research and development distorts trends and is not considered part of our ongoing, ordinary business.
• Acquisition integration costs – We excluded expenses incurred in the fiscal quarter and fiscal year ended October 31, 2008 associated with the integration of PlateSpin Ltd., which we acquired in that fiscal year, because (1) acquisitions requiring substantial integration activities occur infrequently; and (2) expenses related to integration activities distort trends and are not considered part of our ongoing, ordinary business.
• (Gain) loss on sale of subsidiaries – We excluded gains incurred in the fiscal quarter ended October 31, 2008 and the fiscal year ended October 31, 2009 and a loss incurred in the fiscal year ended October 31, 2008 associated with the sale of our wholly-owned subsidiaries in Mexico, Argentina and Chile because sales of subsidiaries occur infrequently and are not considered part of our ongoing, ordinary business.
• Net gain on sale of property, plant and equipment – We excluded a net gain incurred in the fiscal quarter and fiscal year ended October 31, 2009 resulting from the sale of material corporate assets because (1) sales of material corporate assets occur infrequently; and (2) net gains related to the sale of material corporate assets distort trends and are not considered part of our ongoing, ordinary business.
• Impairment of goodwill and intangible assets – We excluded expenses incurred in the fiscal quarter and fiscal year ended October 31, 2009 related to the impairment of goodwill and intangible assets, and excluded expenses incurred in the fiscal quarter and fiscal year ended October 31, 2008 related to the impairment of intangible assets, because (1) the impairment of goodwill and intangible assets occurs infrequently; and (2) the impairment of goodwill and intangible assets distorts trends and is not considered part of our ongoing, ordinary business.

In the noted fiscal periods, we excluded the items described above and the following items from our GAAP net loss to arrive at our non-GAAP income from continuing operations, non-GAAP net income, non-GAAP income per share from continuing operations and non-GAAP net income per share:

• Gain on debenture repurchases – We excluded gains from the repurchase of our 0.5% senior convertible debentures incurred in the fiscal year ended October 31, 2009, and the fiscal quarter and fiscal year ended October 31, 2008 because the repurchase of long-term debt securities occurs infrequently and is not considered part of our ongoing, ordinary business.
• Impairment of investments – We excluded impairments of investments in the fiscal year ended October 31, 2009 and the fiscal quarter and fiscal year ended October 31, 2008 because impairments of investments occur infrequently and are not considered part of our ongoing, ordinary business.
• Gain on sale of previously impaired long-term investments – We excluded gains from the sale of previously impaired long-term investments recorded in the fiscal quarters and fiscal years ended October 31, 2009 and October 31, 2008 because the sale of previously impaired long-term investments is not considered part of our ongoing business.
• Income tax adjustments – We adjusted our income taxes related to the excluded items indicated above. We apply a blended worldwide income tax rate to non-GAAP adjusted income before tax to calculate non-GAAP adjusted income tax expense.
• Income from discontinued operations, net of taxes – We excluded income from discontinued operations related to our Swiss and U.K.-based business consulting units recorded in the fiscal year ended October 31, 2009 and the fiscal quarter and fiscal year ended October 31, 2008 because (1) we exited the business consulting segment; and (2) the sale of those business consulting units and the financial results related thereto were not considered part of our ongoing, ordinary business.

We adjusted our number of weighted average shares to calculate our non-GAAP income per share from continuing operations and non-GAAP net income per share to reflect the impact of dilution from potential shares from stock options and restricted stock units because our non-GAAP results are in a net income position as a result of the adjustments to our GAAP net loss, related to the excluded items above.

We also presented a projection of our non-GAAP operating margin. This projection is a forward-looking, non-GAAP financial measure. The corresponding GAAP financial measure of operating margin is not available and cannot be provided without undue effort because we are unable to accurately forecast information regarding expenses or gains such as, but not limited to, those listed above. We believe that the corresponding GAAP financial measure is not likely to be significant to an understanding of our business because there is likely to be substantial variability between projected and actual realization of the expenses and gains described above and/or that such expenses or gains are likely to arise outside of the ordinary course of business.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
99.1	Press Release of Novell, Inc. dated December 3, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Novell, Inc.
Date: December 3, 2009	By /s/ Dana C. Russell Dana C. Russell Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

The following exhibit is filed as part of this current report on Form 8-K.

Exhibit Number	Description
Exhibit 99.1	Press Release of Novell, Inc. dated December 3, 2009